Exhibit 10.24


 





FIRST AMENDMENT TO
THE


PRODUCT MANUFACTURING
& SUPPLY AGREEMENT


 


THIS FIRST AMENDMENT
TO THE PRODUCT MANUFACTURING & SUPPLY AGREEMENT IS ENTERED INTO AS OF SEPTEMBER 3, 2009.


 


	BETWEEN :	SANOFI-AVENTIS CANADA INC., having its head office and principal place of business at 2150 St-Elzear Boulevard West, Laval, Quebec, Canada H7L 4A8 ,
	 	 
	 	(hereinafter referred to as "sanofi-aventis")
	 	 
	AND:	CANCER PREVENTION
    PHARMACEUTICALS, LLC, having its place of business at 1780 West Sunset
    Road, Tucson, Arizona, United States 85704
	 	 
	 	(hereinafter referred to as the "CPP")


 


WHEREAS
sanofi-aventis and CPP entered into a
Product Manufacturing & Supply Agreement dated June 30, 2009 whereby sanofi-aventis provides optimization services for the
tablet formulation containing 250mg of DFMO, manufactures
DFMO to support CPP's clinical research program and thereafter manufactures and supplies commercial quantities of DFMO to CPP for
commercialization in the Field (hereinafter the "Agreement")
; and


 


WHEREAS
, sanofi-aventis and CPP wish
to amend the Agreement as of the first date mentioned above.


 


NOW, THEREFORE, the
parties hereby agree to amend the Agreement as follows:


 


		1.	Section 1.1 paragraph
(k) is hereby deleted in its entirety and is replaced with the following:



 


'"'Clinical
Product" means a dose
of DFMO (either in tablet form and/or in any other pharmaceutical
dosage form) for clinical study purposes, manufactured
in accordance with the Specifications."


 


		2.	Section 1.1 paragraph (m) is hereby deleted in its entirety and is replaced with the following:



 


""Commercial
Product" means a 250 mg
tablet of DFMO (or any other pharmaceutical dosage form
of DFMO) for commercial purposes manufactured in accordance
with the Specifications."


 


		3.	Section 6.14 Payment Terms is hereby amended by adding
the following terms and conditions at the complete end of Section 6.14:



 


"Notwithstanding
Section 6.14, the
Parties may, in exceptional circumstances, change the terms
regarding payment and delivery of Product, on a project-by-
project basis for a
given project, such
revised terms to be
agreed upon by the Parties and to be confirmed
in the Purchase Order
pertaining to such
project."


 






     


     


    

 


		4.	Section 12.2 · No
Publicity is hereby amended
by adding the following terms
and conditions immediately prior to
the last sentence of the
Section:



 


"For
the sake of greater
clarity, it is understood
that CPP may be required
to disclose
certain elements
of this Agreement to potential
investors, such disclosure
to be done in
accordance with Applicable Law
and in particular with
Securities and Exchange
Commission requirements."


 


		5.	All other terms and conditions of the Agreement shall
remain in full force
and effect.



 


		7.	This First Amendment shall
be governed and construed in accordance with
the laws of the Province of
Quebec, Canada.



 


		8.	Notwithstanding the date of the actual signature,
this First Amendment shall be effective as of the
day and year first set forth
above.



 


		9.	The parties hereto acknowledge
that they have required
that this First Amendment be
drafted in English.
Les parties aux presentes
reconnaissent avoir exige
que cette convention soit redigee en anglais.



 


IN WITNESS
WHEREOF , the parties
have caused this First Amendment to the
Product Manufacturing
& Supply Agreement to be executed
in duplicate originals
by their duly
representatives as of the first date mentioned above.


 


	SANOFI-AVENTIS CANADA INC.	 	Cancer Prevention Pharmaceuticals, LLC
	 	 	 	 	 
	By:	/s/ Hugh O’Neill	 	By:	/s/ Jeffrey Jacob
	 	 	 	 	 
	Name:	Hugh O’Neill	 	Name:	Jeffrey Jacob
	 	 	 	 	 
	Title:	President and CEO	 	Title:	CEO
	 	 	 	 	 
	Date:	3/15/10	 	Date:	1/29/10
	 	 	 	 	 
	By:	/s/ Axel Risse	 	 	 
	 	 	 	 	 
	Name:	Axel Risse	 	 	 
	 	 	 	 	 
	Title:	Vice-President, Finance,	 	 	 
	 	Administration and Supply Chain	 	 	 
	 	 	 	 	 
	Date:	10/3/10